424B3 1 form424b3.htm 424B3

PROSPECTUS SUPPLEMENT

To Prospectus dated May 6, 2025

Filed Pursuant to 424(b)(3)

Registration No. 333-274606

NAKAMOTO INC.

2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants

and

82,310 Shares of Common Stock

This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-274606), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on February 17, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by Nakamoto Inc., a Delaware corporation, of up to 2,059,811 shares of common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the “Non-tradeable Warrants”) and the representative’s warrants (the “Representative’s Warrants” and, together with the Tradeable Warrants and the Non-tradeable Warrants, the “Warrants”) previously issued by us in our initial public offering that closed on June 3, 2024. We are not selling any shares of our common stock in this offering, and, as a result, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the holders of the Warrants. Upon exercise of the Warrants, however, we will receive proceeds from the exercise of such Warrants if exercised for cash.

The Prospectus and the prospectus supplement also relate to the resale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to the Prospectus.

You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA.” The last reported sale price of our common stock on Nasdaq on February 17, 2026 was $0.27 per share. Our Tradeable Warrants are quoted on the OTC Pink marketplace (“OTC”) under the symbol “NAKAW.” The last reported sale price of our Tradeable Warrants on OTC on February 17, 2026 was $1.37 per warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and in the other documents that are incorporated by reference in the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 17, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2026

Nakamoto Inc.

(Exact name of registrant as specified in its charter)

DE 001-42103		84-3829824
(Commission File Number)		(IRS Employer Identification Number)

300 10th Ave South, Nashville, TN		37203
(Address of Principal Executive Offices)		(Zip Code)

(385) 388-8220

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	NAKA	The Nasdaq Stock Market LLC
Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share	NAKAW	OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Exercise of Nakamoto Option to Acquire BTC

On February 16, 2026, Nakamoto Inc., a Delaware corporation (“Nakamoto”) exercised its call option (the “Nakamoto Option”) to acquire BTC Inc., a Delaware corporation (“BTC”), under that certain Master Marketing Services Agreement, by and between Nakamoto Holdings, Inc., a Delaware corporation (“Nakamoto Holdings”), BTC, and the other parties thereto, dated May 12, 2025 (the “BTC MSA”), which was assigned to and assumed by Nakamoto pursuant to that certain Assignment and Assumption Agreement with Novation, dated August 14, 2025, by and between Nakamoto, Nakamoto Holdings and BTC (the “Assignment Agreement”).

Under the Assignment Agreement, Nakamoto agreed that in connection with the exercise of both (i) the Nakamoto Option and (ii) BTC’s call option (the “BTC Option”) to acquire UTXO Management GP, LLC, a Tennessee limited liability company (“UTXO”) and UTXO Management, LLC, a Puerto Rico limited liability company, under that certain Master Marketing Services Agreement by and among BTC, UTXO, and the other parties thereto, dated May 12, 2025 (the “UTXO MSA”), Nakamoto would issue shares of Nakamoto common stock, par value $0.001 (“Nakamoto Common Stock”), to the Sellers (as defined in the BTC MSA) and that the per share price of such shares of Nakamoto Common Stock would be $1.12.

The board of directors of Nakamoto (the “Nakamoto Board”) unanimously approved Nakamoto’s exercise of the Nakamoto Option.

Merger Agreement with BTC

Concurrently with the exercise of the Nakamoto Option, Nakamoto entered into an Agreement and Plan of Merger (the “BTC Merger Agreement”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto (“Merger Sub”), BTC, and the stockholder representative party thereto. Pursuant to the BTC Merger Agreement, Merger Sub will merge with and into BTC, with BTC surviving the merger as a wholly-owned subsidiary of Nakamoto (the “BTC Merger”). The Nakamoto Board unanimously approved Nakamoto’s entry into the BTC Merger Agreement.

The BTC MSA requires the exercise of the BTC Option and consummation of BTC’s acquisition of UTXO as a condition precedent to the exercise of the Nakamoto Option (“Condition Precedent”). However, pursuant to the BTC Merger Agreement, Nakamoto and BTC agreed to deem the Condition Precedent satisfied upon consummation of the transactions contemplated UTXO Merger Agreement (as defined below) and to deem the equityholders of UTXO to be Sellers (as defined under the BTC MSA).

In addition and pursuant to the BTC Merger Agreement, Nakamoto and BTC agreed to amend the measurement period and financials used to determine the value of BTC in accordance with the BTC MSA, such that the 12-month measurement period begins no earlier than January 1, 2024, not January 1, 2025, and terminates on the last day of the fiscal quarter ending at least 60 days, not 30 days, prior to the exercise of the Nakamoto Option.

Pursuant to the BTC Merger Agreement, all issued and outstanding shares of (i) common stock of BTC, par value $0.00005 per share (“BTC Common Stock”) and (ii) preferred stock of BTC, par value $0.00005 per share (the “Preferred Stock” and together with the BTC Common Stock, the “BTC Capital Stock”), will be converted into the right to receive 336,804,102 shares of Nakamoto Common Stock, net of shares reserved for BTC stock options assumed by Nakamoto (“BTC Consideration”), subject to customary adjustments for cash, debt, working capital, and for the strike prices of BTC stock options assumed in the manner and on the terms and subject to the conditions, set forth in the BTC Merger Agreement.

Based on the closing price for the Nakamoto Common Stock of $0.2951 on February 13, 2026, the BTC Consideration is valued at approximately $99,390,890, subject to customary adjustments at closing for cash, debt, working capital and the strike price of assumed BTC stock options. The BTC Consideration was calculated by dividing a base value of approximately $377,220,594 by the fixed share price of $1.12 as required by the BTC MSA. The shares of Nakamoto Common Stock issued as BTC Consideration will bear customary legends and transfer of such shares will be subject to certain restrictions, including those in the Lock-Up Agreements (as defined below).

At the effective time of the BTC Merger (the “BTC Effective Time”), a certain number of shares of Nakamoto Common Stock otherwise issuable as the BTC Consideration will be withheld as Holdback Shares (as defined in the BTC Merger Agreement), consisting of Adjustment Holdback Shares and Indemnity Holdback Shares (each as defined in the BTC Merger Agreement), to support purchase price adjustments and indemnification obligations, with releases and procedures described in the BTC Merger Agreement.

Pursuant to the BTC Merger Agreement, any BTC Capital Stock issued and outstanding immediately prior to the BTC Effective Time and in respect of which the holder thereof has properly demanded appraisal or dissenter’s right in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”) in connection with the BTC Merger (the “Dissenting Shares”), will not be converted into the right to receive shares of Nakamoto Common Stock to be issued as the BTC Consideration. Rather, the Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares under the DGCL and each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment thereunder for such Dissenting Shares shall receive payment therefor in accordance with the DGCL.

The BTC Merger Agreement contains customary representations, warranties and covenants of the parties, including pre-closing operating covenants, provisions regarding the issuance of Nakamoto Common Stock in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and provisions requiring BTC to solicit the requisite written consents of stockholders holding 80% of the issued and outstanding shares of BTC Capital Stock, which shall include at least a majority of the issued and outstanding shares of Series A Preferred Stock and at least a majority of the issued and outstanding shares of Series Seed Preferred Stock (“Required BTC Stockholder Approval”) within five (5) business days following execution of the BTC Merger Agreement.

In general, the BTC Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the BTC Merger Agreement is intended to constitute a plan of reorganization thereunder.

The BTC Merger Agreement includes customary conditions to closing of the BTC Merger Agreement (the “BTC Merger Closing”), including: (i) Nakamoto receiving evidence of termination of the UTXO MSA; (ii) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) receipt of the Required BTC Stockholder Approval; (iv) receipt of executed Lock-Up Agreements from BTC officers, directors, and BTC stockholders owning four percent (4%) or more of the issued and outstanding BTC Capital Stock on an as converted basis; (v) continued listing of the Nakamoto Common Stock on the Nasdaq Stock Market LLC as of the BTC Merger Closing; (vi) delivery to Nakamoto of employment and consulting agreements with key service providers; (vii) consummation of the UTXO Merger (as defined below); and (viii) the absence of any legal restraint preventing consummation of the BTC Merger. Additional closing deliverables include, among other things, a closing statement of BTC, receipt by Nakamoto of accredited investor questionnaires from holders of issued and outstanding shares of BTC Capital Stock, and resignation letters from all of the directors of BTC, each as described in the BTC Merger Agreement.

The BTC Merger Agreement contains customary termination provisions, including: (i) termination by mutual written consent of Nakamoto and BTC; (ii) termination by either party if the BTC Merger shall not have closed by May 18, 2026 (the “BTC Termination Date”), provided that such right shall not be available to any party whose breach of the BTC Merger Agreement is a principal cause of or resulted in the failure of the closing of the BTC Merger to occur on or before the BTC Termination Date; (iii) termination by Nakamoto if the Required BTC Stockholder Approval is not delivered to Nakamoto within five (5) business days after execution of the BTC Merger Agreement; (iv) termination by either party if any legal requirement shall be in effect that prohibits or makes illegal the consummation of the BTC Merger; (v) termination by either party if any governmental entity takes any action that would result in a material change to the respective businesses of BTC or Nakamoto; (vi) termination by Nakamoto if there has been an uncured material breach of BTC’s representations, warranties, covenants or agreements; and (vii) termination by BTC if there has been an uncured material breach of Nakamoto’s representations, warranties, covenants or agreements. Subject to stated exceptions (including for fraud, wilful breach or intentional misrepresentation), each party shall remain liable for any wilful and material breaches of the BTC Merger Agreement following termination.

The BTC Merger Agreement also includes a mutual $5,000,000 termination fee payable by the breaching party to the non-breaching party in specified circumstances as liquidated damages, subject to stated exceptions (including for fraud, intentional misconduct or wilful and material breach), and with sole-and-exclusive-remedy language upon payment of the termination fee.

Merger Agreement with UTXO

On February 16, 2026, BTC exercised the BTC Option to acquire UTXO. In order to more efficiently effectuate the closing of the transactions contemplated by the BTC Option and the Nakamoto Option, UTXO, BTC and Nakamoto agreed to effect the transactions contemplated by the exercise of the BTC Option and Nakamoto Option through the simultaneous acquisition of UTXO and BTC by Nakamoto. Accordingly, concurrently with BTC’s exercise of the BTC Option, Nakamoto entered into an Agreement and Plan of Merger (the “UTXO Merger Agreement” and together with the BTC Merger Agreement, the “Merger Agreements”) by and among Nakamoto, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of Nakamoto (“UTXO Merger Sub”), UTXO, David Bailey, in his individual capacity (“Bailey”), Tyler Evans, in his individual capacity (“Evans”), and the equityholder representative party thereto. Pursuant to the UTXO Merger Agreement, UTXO Merger Sub will merge with and into UTXO, with UTXO surviving the merger as a wholly-owned subsidiary of Nakamoto (the “UTXO Merger”, and together with the BTC Merger, the “Mergers”). The Nakamoto Board unanimously approved Nakamoto’s entry into the UTXO Merger Agreement.

Pursuant to the UTXO Merger Agreement, all issued and outstanding equity interests of UTXO will be converted into the right to receive 26,785,714 shares of Nakamoto Common Stock (“UTXO Consideration”), subject to customary adjustments for cash and debt, in the manner and on the terms and subject to the conditions, set forth in the UTXO Merger Agreement.

Based on the closing price for the Nakamoto Common Stock of $0.2951 on Friday, February 13, 2026, the UTXO Consideration is valued at approximately $7,904,464. The UTXO Consideration was calculated by dividing a base value of $30,000,000 by the fixed share price of $1.12 as required by the BTC MSA. The shares of Nakamoto Common Stock issued as UTXO Consideration will bear customary legends and transfer of such shares will be subject to certain restrictions, including those in the Lock-Up Agreements.

At the effective time of the UTXO Merger, a certain number of shares of Nakamoto Common Stock otherwise issuable as the UTXO Consideration will be withheld as Holdback Shares (as defined in the UTXO Merger Agreement), to support purchase price adjustments and indemnification obligations, with releases and procedures described in the UTXO Merger Agreement.

The UTXO Merger Agreement contains customary representations, warranties and covenants of the parties, including pre-closing operating covenants, provisions regarding the issuance of Nakamoto Common Stock in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act, and provisions requiring that the requisite unanimous written consent of UTXO’s equityholders, which was obtained in connection with the execution of the UTXO Merger Agreement, remains effective and has not been rescinded as of the closing of the UTXO Merger.

In general, the UTXO Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the UTXO Merger Agreement is intended to constitute a plan of reorganization thereunder.

The UTXO Merger Agreement includes customary conditions to closing, including Nakamoto receiving evidence of termination of the UTXO MSA, receipt of executed Lock-Up Agreements from the UTXO equityholders, receipt of accredited investor questionnaires from the UTXO equityholders, a closing statement, resignation letters from UTXO’s managers, the absence of any legal restraint preventing consummation, and the absence of any Material Adverse Effect (as defined in the UTXO Merger Agreement). The UTXO Merger Agreement contains customary termination provisions, including: (i) termination by mutual written consent of Nakamoto and UTXO; (ii) termination by either party if the UTXO Merger shall not have closed by May 17, 2026; (iii) termination by either party if any legal requirement shall be in effect that prohibits or makes illegal the consummation of the UTXO Merger; (iv) termination by Nakamoto if there has been an uncured material breach of UTXO’s representations, warranties, covenants or agreements; and (v) termination by UTXO if there has been an uncured material breach of Nakamoto’s representations, warranties, covenants or agreements; provided, however, that each party shall remain liable for any willful and material breaches of the UTXO Merger Agreement following termination.

Independent Special Committee Approval

In connection with review and approval of the Mergers, the Nakamoto Board formed a special committee (the “Special Committee”) comprised only of independent and disinterested directors of the Nakamoto Board. To assist with its independent review of the Mergers, the Special Committee engaged Simpson Thatcher and Bartlett LLP as its independent legal counsel, and B. Riley Securities as the independent financial advisor and fairness opinion provider to the Special Committee. The Special Committee determined that the Merger Agreements and the transactions contemplated thereby are advisable, fair to, and in the best interests of Nakamoto and its stockholders (the “Nakamoto Stockholders”) and recommended the Merger Agreements to the Nakamoto Board for approval.

Audit Committee Approval

The audit committee of the Nakamoto Board approved, and recommended to the Nakamoto Board for approval, the Mergers pursuant to Nakamoto’s Code of Ethics and Business Conduct of Nakamoto and its Related Person Transaction Policy because (i) Bailey, Nakamoto’s Chief Executive Officer and Chairman of the Board, is a director and securityholder of BTC and a securityholder of UTXO, (ii) Evans, Nakamoto’s Chief Investment Officer, is an officer and securityholder of BTC, and the manager and a securityholder of UTXO and (iii) Andrew Creighton, Nakamoto’s Chief Commercial Officer, is an officer and securityholder of BTC. As such, Mr. Bailey, Mr. Evans, and Mr. Creighton will receive Nakamoto Common Stock in exchange for their respective securities of BTC and in the case of Mr. Bailey and Mr. Evans, their securities holdings in UTXO.

Nakamoto Shareholder Approval

On May 18, 2025, the Nakamoto Stockholders approved, among other things, the issuance of up to an aggregate of 600,000,000 shares of Nakamoto Common Stock valued at a price of $1.12 per share, in accordance with the BTC MSA, which was assigned to and assumed by Nakamoto pursuant to the Assignment Agreement. Nakamoto obtained stockholder approval to comply with The Nasdaq Stock Market’s Listing Rules 5635(a), 5635(b), and 5635(d).

Lock-Up Agreement

In connection with the Mergers, certain equityholders of BTC and UTXO will enter into the form of lock-up agreements with Nakamoto (the “Lock-Up Agreements”). Under the Lock-Up Agreements, such holders will agree that, (i) during the period commencing at the closing of the Mergers (the “Closing”) and ending on the date that is six (6) months after the Closing, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, or engage in any hedging or derivative transactions with respect to 50% of the shares of Nakamoto Common Stock received in the applicable Merger (other than, in the case of UTXO, the Holdback Shares) (or any securities issuable upon exercise, vesting or settlement of an option, warrant, restricted stock award, restricted stock unit of either BTC, UTXO, or Nakamoto), and will not make any demand for, or exercise any right with respect to, the registration of such securities, and (ii) during the period commencing at the Closing and ending on the date that is twelve (12) months after the Closing, they will be subject to the foregoing restrictions with respect to the remaining 50% of such securities, in each case subject to customary permitted transfers (including transfers to affiliates, family members and trusts for estate planning purposes, to charitable organizations, and pursuant to will or intestacy), provided that any permitted transferee agrees in writing to be bound by the Lock-Up Agreement for the remainder of the applicable restricted period.

The foregoing descriptions of the BTC Merger Agreement, the UTXO Merger Agreement, the form of Lock-Up Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the BTC Merger Agreement, the UTXO Merger Agreement, and the form of Lock-Up Agreement, copies of which are filed as Exhibits 2.1, 2.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the shares of Nakamoto Common Stock to be issued as consideration for the Mergers is incorporated herein by reference. The securities will be issued pursuant to one or more exemptions from registration under the Securities Act, including those provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On February 17, 2026, Nakamoto issued a press release announcing its entry into the BTC Merger Agreement and the UTXO Merger Agreement. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Press Release”).

In addition, on February 17, 2026, Nakamoto posted an investor presentation to the Investor Relations page of Nakamoto’s website, www.nakamoto.com, under the tab “Events & Presentations”. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K (the “Investor Presentation”).

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.

Forward Looking Statements

All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws, related to Nakamoto. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross−selling opportunities, operational plans, market expansion, the long−term strategic impact or anticipated effects of the Mergers, financial projections of BTC and/or UTXO, the timing of closing of the Mergers, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto’s anticipated holding of Bitcoin as part of its corporate treasury. Such forward-looking statements are inherently uncertain and involve numerous assumptions and risks.

Forward-looking terms used may include, but are not limited to, “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,” “see,” “aim,” “target,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, descriptions of Nakamoto and its operations, subsidiaries, strategies and plans, expectations regarding anticipated synergies, cross−selling opportunities, operational plans, market expansion, the long−term strategic impact or anticipated effects of the Mergers, financial projections of BTC and/or UTXO, the timing of closing of the Mergers, Bitcoin-related strategies, and Bitcoin treasury management activities. These statements may also relate to broader macroeconomic trends, industry developments, technology adoption, competitive positioning, market expansion, product launches, research and development efforts, acquisitions or dispositions, legal or regulatory developments, and other initiatives that could affect our future business performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. Factors that could cause actual results to differ include, but are not limited to, the following: the acquisition of BTC or UTXO may not provide the benefits we anticipate receiving due to any number of factors, including the inability of BTC or UTXO to maintain current level of earnings or to continue to grow its sales to new and existing customers; our inability to successfully cross-sell business between our existing customers and BTC’s or UTXO’s existing products or services, or expand products or services to new customers; the effect of the announcement or pendency of the Mergers on our business relationships, performance, and business generally; the acquisition of BTC or UTXO may not be closed in a timely manner or at all, which may adversely affect the price of our securities; and we may encounter difficulties with integration or unanticipated costs related to the Mergers; Bitcoin market volatility; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Nakamoto’s control, including those detailed in Nakamoto’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Nakamoto that are filed, or will be filed, with the SEC that are or will be available on Nakamoto’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation of any proxy or vote. Past performance is not indicative of future results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1*+		BTC Merger Agreement, dated as of February 16, 2026
2.2*+		UTXO Merger Agreement, dated as of February 16, 2026
10.1		Form of Lock-Up Agreement
99.1		Press Release, dated as of February 17, 2026
99.2		Investor Presentation
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(2) or (10).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	NAKAMOTO INC.

Dated: February 17, 2026	By:	/s/ Teri Gendron
		Teri Gendron
		Chief Financial Officer

Exhibit 2.1

EXECUTION VERSION

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Portions of the schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

NAKAMOTO INC.,

BTC INC.,

BTC MERGER SUB, INC.,

AND

CALLI S. BAILEY,

AS STOCKHOLDER REPRESENTATIVE

FEBRUARY 16, 2026

TABLE OF CONTENTS

			Page

Article I The Merger			2
	1.1	Certain Definitions	2
	1.2	The Merger	2
	1.3	Closing	3
	1.4	Effective Time	3
	1.5	Effect of the Merger	3
	1.6	Certificate of Incorporation and Bylaws	3
	1.7	Directors and Officers	3
	1.8	Effect on Company Capital Stock, Company Options and SAFEs	4
	1.9	Exchange Procedures	6
	1.10	Withholding Rights	7
Article II Representations and Warranties of the Company			8
	2.1	Organization and Good Standing	8
	2.2	Authority and Enforceability	8
	2.3	Governmental Approvals and Consents	9
	2.4	No Conflicts	9
	2.5	Company Capital Structure	9
	2.6	Litigation	12
	2.7	Intellectual Property	12
	2.8	Privacy and Data Protection	15
	2.9	Compliance with Legal Requirements and Documents; Permits	16
	2.10	Tangible and Real Property	18
	2.11	Company Financial Statements	18
	2.12	Activities Since the Company Balance Sheet Date	19
	2.13	Financial Advisors	19
	2.14	Insurance	19
	2.15	Tax Matters	19
	2.16	Material Contracts	21
	2.17	Employee Benefit Plans and Compensation	22
	2.18	Environmental and Safety Legal Requirements	26
	2.19	Top Customers and Suppliers	26
	2.20	Interested Party Transactions	26
	2.21	Bank Accounts; Powers of Attorney	27
	2.22	Complete Copies of Materials	27
	2.23	Representations Complete	27
Article III Representations and Warranties of Purchaser and Merger Sub			27
	3.1	Organization and Standing	27
	3.2	Authority and Enforceability	27
	3.3	Governmental Approvals and Consents	28
	3.4	No Conflicts	28
	3.5	Valid Issuance	28
	3.6	Operations of Merger Sub	28
	3.7	Litigation.	28
	3.8	Investigation.	28
	3.9	Financial Advisors	29
	3.10	Securities Filings	29
	3.11	Financial Statements; Internal Controls.	29

- i -

Article IV Conduct Prior To The Effective Time			30
	4.1	Affirmative Conduct of the Company Business	30
	4.2	Restrictions on Conduct of Company Business	30
Article V Additional Agreements			32
	5.1	Required Stockholder Approval	32
	5.2	Issuance of Purchaser Capital Stock	33
	5.3	Access to Information	33
	5.4	Expenses	33
	5.5	Further Actions	33
	5.6	Tax Matters	34
	5.7	Employee Matters	36
	5.8	Contract Notices, Consents	36
	5.9	Company Closing Statement; Spreadsheet	36
	5.10	Assumption/Payment of Debt; Release of Encumbrances	39
	5.11	Confidentiality	39
	5.12	Public Announcements	40
	5.13	Closing Certificates	40
	5.14	Director and Officer Insurance	40
	5.15	Public Filings.	40
	5.16	Audited Financial Statements.	40
	5.17	Master Marketing Services Agreement Fees.	40
	5.18	SAFE Termination Agreements.	41
	5.19	BTC MSA Termination.	41
Article VI Conditions to the Merger			41
	6.1	Conditions to the Obligations of Each Party to Effect the Merger	41
	6.2	Conditions to the Obligations of Purchaser and Merger Sub	41
	6.3	Conditions to the Obligations of the Company	43
Article VII Termination, Amendment and Waiver			44
	7.1	Termination	44
	7.2	Effect of Termination	45
	7.3	Amendment	45
	7.4	Extension; Waiver	45
	7.5	Termination Fee	45
Article VIII Indemnification			46
	8.1	Survival	46
	8.2	Indemnification	46
	8.3	Limitations and Other Indemnification Matters.	48
	8.4	Release of the Holdback Shares	49
	8.5	Claims	50
	8.6	Third-Party Claims	51
	8.7	Stockholder Representative	51
Article IX General Provisions			53
	9.1	Notices	53
	9.2	Interpretation	54
	9.3	Counterparts	54
	9.4	Entire Agreement; Parties in Interest	54
	9.5	Assignment	54
	9.6	Severability	55
	9.7	Specific Performance and Other Remedies	55
	9.8	Governing Law	55
	9.9	Rules of Construction	55
	9.10	WAIVER OF JURY TRIAL	55

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Appendixes

Appendix A	-	Defined Terms

Exhibits

Exhibit A	-	Form of Certificate of Merger
Exhibit B	-	Form of Lock-Up Agreement
Exhibit C	-	FIRPTA Certification
Exhibit D	-	FIRPTA Notification Letter
Exhibit E	-	Domain Names and Social Media Accounts
Exhibit F	-	Form of Letter of Transmittal

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Agreement and Plan of Merger

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 16, 2026 (the “Agreement Date”), by and among Nakamoto Inc., a Delaware corporation (“Purchaser”), BTC Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Purchaser (“Merger Sub”), BTC Inc., a Delaware corporation (the “Company”), and Calli S. Bailey, solely in her capacity as the agent for and on behalf of the Company Stockholders under this Agreement (the “Stockholder Representative”).

Recitals

Whereas, the board of directors (or authorized committee thereof) of each of Merger Sub, the Company and Purchaser have determined that it would be advisable and in the best interests of each corporation and its stockholders that Purchaser acquire the Company through the statutory merger of Merger Sub with and into the Company, pursuant to which the Company would become a wholly-owned Subsidiary of Purchaser (the “Merger”), upon the terms and conditions set forth in this Agreement and in accordance with the applicable provisions of Delaware Law, and in furtherance thereof, have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and those of the Company Related Agreements to which their respective entities are a party.

Whereas, pursuant to the Merger, among other things, all of the issued and outstanding shares of Company Capital Stock shall be converted into the right to receive shares of Purchaser Capital Stock in the manner, and on the terms and subject to the conditions, set forth herein.

Whereas, the Company Stockholders representing at least a majority of the outstanding shares of Company Capital Stock have approved this Agreement and the Merger.

Whereas, as a material inducement to the parties’ willingness to enter into this Agreement, the Company will, as promptly as practicable following the execution and delivery of this Agreement (and, in any event, within five (5) business days following the execution and delivery of this Agreement), deliver the written consent, in the form mutually agreed by Purchaser and the Company on or prior to the Agreement Date (each, a “Stockholder Written Consent” and collectively, the “Stockholder Written Consents”), of the requisite Company Stockholders necessary to meet the Required Stockholder Approval.

Whereas, concurrently with the execution of this Agreement, (i) the Company exercised its call option to acquire UTXO Management GP, LLC, a Tennessee limited liability company (“UTXO GP”) (the “BTC Option”) under the Master Marketing Services Agreement, dated May 12, 2025, by and among the Company, UTXO GP, and UTXO Management, LLC a Puerto Rican limited liability company (“UTXO Management” and together with UTXO GP, “UTXO”) (the “UTXO MSA”) and (ii) Purchaser exercised its call option (the “Purchaser Option”) to acquire the Company under the Master Marketing Services Agreement (the “BTC MSA”), dated May 12, 2025 by and between Nakamoto Holdings, Inc., a Delaware corporation (“Nakamoto Holdings”), the Company, and the other parties thereto, which was assigned to and assumed by Purchaser pursuant to that certain Assignment and Assumption Agreement with Novation, dated August 14, 2025, by and between Purchaser and the Company (the “Assignment Agreement”).

Whereas, pursuant to the Assignment Agreement, Purchaser agreed that in connection with the exercise of both (x) the Purchaser Option and (y) the BTC Option, Purchaser would acquire both the Company and, through the acquisition of the Company, the UTXO GP, in exchange for the issuance of shares of Purchaser Capital Stock to the Sellers (as defined in the BTC MSA) at the per share price of $1.12.

Whereas, in connection with the transactions contemplated by this Agreement, effective immediately prior to the execution of this Agreement, the definition of “Call Measurement Period” as set forth in the BTC MSA shall be amended as follows: (i) the measurement period shall terminate on the last day of the most recently completed calendar quarter that is at least sixty (60) days prior to delivery of the Call Exercise Notice (as defined in the BTC MSA) and (ii) the Call Measurement Period shall begin no earlier than January 1, 2024.

Whereas, in order to more efficiently effectuate the closing of the transactions contemplated by the BTC Option and the Purchaser Option, the Company, UTXO GP and Purchaser understand and have agreed to effect the transactions contemplated by the exercise of the BTC Option and Purchaser Option through the simultaneous acquisition of the Company and UTXO GP by Purchaser.

Whereas, in furtherance of the foregoing, concurrently with this Agreement, Purchaser entered into an Agreement and Plan of Merger, by and among Purchaser, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of Purchaser (“UTXO Merger Sub”), UTXO GP, David Bailey, Tyler Evans, and the equityholder representative thereunder (the “UTXO Merger Agreement”), pursuant to which UTXO Merger Sub will merge with and into UTXO GP, with UTXO GP surviving the merger as a wholly-owned subsidiary of Purchaser (the “UTXO Merger”).

Whereas, following the closing of the UTXO Merger and the Merger hereunder, Purchaser will acquire both UTXO GP and the Company and effectuate the transactions contemplated by both the UTXO MSA and the BTC MSA contemporaneously.

Whereas, for U.S. federal (and applicable state and local) income tax purposes, it is intended that (i) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, (ii) this Agreement constitutes and is hereby adopted as a “plan of reorganization” for purposes of Sections 354 and 361 and within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), and (iii) each of the parties hereto be a “party to the reorganization” within the meaning of Section 368(b) of the Code (collectively, the “Intended Tax Treatment”).

Whereas, each of the Company and Purchaser desire to make certain representations, warranties, covenants and other agreements in connection with the Merger as set forth herein.

Now, Therefore, in consideration of the representations, warranties, covenants and other agreements of each party contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:

Article I
The Merger

1.1 Certain Definitions. Unless specifically indicated otherwise, capitalized terms used in this Agreement, including the Schedules and Exhibits hereto, shall have the meanings assigned to such terms in this Agreement, including the Recitals, Appendix A and the Schedules hereto.

1.2 The Merger. At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and shall become a wholly-owned Subsidiary of Purchaser. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”.

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1.3 Closing. Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing of the Merger (the “Closing”) shall take place remotely by the electronic exchange and release of counterpart signature pages on the second (2^nd) Business Day following the satisfaction or waiver (to the extent permitted hereunder) of the conditions set forth in Article VI hereof (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing), unless another date or place is mutually agreed upon in writing by Purchaser and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date”.

1.4 Effective Time. At the Closing, Merger Sub and the Company shall cause a certificate and plan of merger to be executed and filed with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”), and the Merger shall become effective upon the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by Purchaser and the Company in writing (and set forth in the Certificate of Merger). The date and time when the Merger shall become effective is referred to herein as the “Effective Time”.

1.5 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become claims, obligations, liabilities, debts and duties of the Surviving Corporation.

1.6 Certificate of Incorporation and Bylaws. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is BTC Inc.”. At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

1.7 Directors and Officers.

(a) Directors of Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation at the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(b) Officers of Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation at the Effective Time, each to hold such office of the Surviving Corporation in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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1.8 Effect on Company Capital Stock, Company Options and SAFEs.

(a) Company Common Stock. On the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any further action on the part of any holder of Company Common Stock or any other Person, at the Effective Time each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9, the Per Share Merger Consideration.

(b) Company Preferred Stock. On the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any further action on the part of any holder of Company Preferred Stock or any other Person, at the Effective Time each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) shall be automatically converted into the right to receive with each share of Company Common Stock that such share of Company Preferred Stock is convertible into as of immediately prior to the Effective Time, the Per Share Merger Consideration.

(c) SAFEs. On the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any further action on the part of the Company or any SAFE Holder, each SAFE outstanding immediately prior to the Effective Time shall be terminated and each SAFE Holder will automatically be entitled to receive a portion of the Total Closing Consideration as set forth opposite such SAFE Holder’s name on the Spreadsheet.

(d) Treatment of Company Options.

(i) At the Effective Time, all Company Options outstanding under the Company Option Plan immediately before the Effective Time, whether vested or unvested, with the exception of such Company Options as are set forth in Section 1.8(d) of the Disclosure Schedule, shall, automatically and without any required action on the part of any Company Optionholder be assumed by Purchaser and converted into an option to purchase shares of the common stock of Purchaser (each, a “Converted Option”) under the Purchaser Option Plan. Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to the Company Option as of immediately before the Effective Time (including expiration date, vesting and exercisability terms and conditions). The exercise price of the Converted Option and the number of shares of Purchaser Capital Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, the number of shares of Purchaser Capital Stock subject to the option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. Without limiting the foregoing, (a) on a share-by-share comparison, the ratio of the exercise price to the fair market value of the shares subject to the Converted Options immediately after the assumption will be the same as the ratio of the exercise price to the fair market value of the shares subject to the Company Options immediately before the assumption, and (b) the Converted Options will not provide additional benefits to the Converted Optionholders that the Company Optionholders did not have under the Company Options.

(ii) Necessary Actions. Purchaser shall take all actions reasonably necessary to effect the transactions contemplated by this Section 1.8(d) including the approval of the issuance of the awards agreements under the Purchaser Option Plan and the issuance of the award agreements for the Converted Options, and Purchaser will take all actions reasonably necessary to obtain the execution of the award agreements by the Converted Optionholders.

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(e) Capital Stock of Merger Sub. Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any holder of any shares of capital stock of Purchaser, Merger Sub or the Company, be converted into and become one validly issued, fully paid and non-assessable share of Company Common Stock (and the shares of the Company into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstanding immediately after the Effective Time). The certificate evidencing ownership of shares of Merger Sub capital stock will evidence ownership of such share of Company Common Stock.

(f) Treasury Shares. At the Effective Time, all shares of Company Capital Stock that are owned by the Company as treasury stock (“Treasury Shares”) immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

(g) Transfer Restrictions. The shares of Purchaser Capital Stock to which the Equityholders are entitled to receive in the Merger shall be subject to certain transfer and other restrictions (including certain lock-up restrictions), terms and conditions.

(h) Calculation of Consideration. For purposes of calculating the aggregate amount of shares of Purchaser Capital Stock issuable at any particular time pursuant to this Section 1.8, (i) the consideration payable to each such Person shall be determined on a certificate by certificate basis, and (ii) the aggregate number of shares of Purchaser Capital Stock to be issued to such Person in respect of a certificate or SAFE at such time shall be rounded up to the nearest whole number.

(i) Appraisal Rights. Notwithstanding anything contained herein to the contrary, any Dissenting Shares shall not be converted into the right to receive the consideration provided for in Section 1.8(a) or Section 1.8(b), as applicable, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration payable pursuant to Section 1.8 in respect of such shares as if such shares never had been Dissenting Shares, and Purchaser shall pay and deliver (or cause to be paid and delivered) to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9, following the satisfaction of the applicable conditions set forth in Section 1.9, the number of shares of Purchaser Capital Stock to which such holder would be entitled in respect thereof under Section 1.8 as if such shares of Company Common Stock never had been Dissenting Shares. The Company shall give Purchaser prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company, and Company shall give Purchaser and the Stockholder Representative the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal or purchase under Delaware Law. The Company and Purchaser shall not, except with the prior written consent of the other party, or as otherwise required under Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares. Notwithstanding the foregoing, to the extent that Purchaser, the Surviving Corporation, or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the value of all the shares of Purchaser Capital Stock that otherwise would have been owed in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including reasonable attorneys’ and reasonable consultants’ fees, costs and expenses and including any such reasonable fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Purchaser shall be entitled to recover under the terms of Article VIII hereof the amount of such Dissenting Share Payments.

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(j) Holdback. At the Effective Time, the Holdback Shares shall be withheld from the Majority Stockholder Shares pro rata in respect of their respective holdings of Company Capital Stock on the Closing Date. The Indemnity Holdback Shares shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Agreement, including Article VIII, and shall be distributed in accordance the terms and conditions of this Agreement, including Article VIII.

1.9 Exchange Procedures.

(a) Exchange Administrator. VStock Transfer, or another Person selected by Purchaser and Stockholder Representative, shall serve as the exchange administrator (the “Exchange Administrator”) for the Merger.

(b) Exchange Documents. As soon as commercially practicable after the Effective Time, the Exchange Administrator shall mail (i) to each Equityholder entitled to receive any amount of the Base Consideration in respect of such Equityholder’s shares of Company Capital Stock, SAFE or Company Options a letter of transmittal in the form attached hereto as Exhibit F (the “Letter of Transmittal”) at the address set forth opposite such Person’s name in the Spreadsheet. After receipt of such Letter of Transmittal and any other documents that Purchaser may reasonably require in order to effect the exchange or surrender (the “Exchange Documents”), including an Accredited Investor Questionnaire and a Lock-Up Agreement, each Equityholder will be required to surrender all certificates representing his, her or its shares of Company Capital Stock, as applicable (the “Company Stock Certificates”) to the Exchange Administrator for cancellation, together with duly completed and validly executed Exchange Documents and Accredited Investor Questionnaires. Upon surrender of his, her or its Company Stock Certificates for cancellation, together with delivery of Exchange Documents and Accredited Investor Questionnaires, duly completed and validly executed in accordance with the instructions thereto, such Equityholder shall be entitled to receive in exchange therefor the shares of Purchaser Capital Stock such Equityholder is entitled to receive at the Closing. Subject to Section 1.9(c), no portion of the Base Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or deliver a Lost Stock Affidavit, if applicable) and validly executed Exchange Documents and Accredited Investor Questionnaires pursuant hereto.

(c) No Further Ownership Rights in the Company Securities. All consideration paid or payable following the surrender for exchange of Company Securities in accordance with the terms hereof shall be so paid or payable in full satisfaction of all rights pertaining to such Company Securities. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the records of the Company of shares of Company Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificate is presented to Purchaser or the Surviving Corporation for any reason, such Company Stock Certificate shall be canceled and exchanged as provided in this Article I.

(d) Lost, Stolen or Destroyed Certificates. In the event any Company Stock Certificates shall have been lost, stolen or destroyed, Purchaser shall, or shall cause the Exchange Administrator to, deliver, in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof in form and substance reasonably satisfactory to Purchaser and the Exchange Administrator (a “Lost Stock Affidavit”), such consideration, if any, as may be required pursuant to Section 1.8 hereof in respect thereof.

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(e) No Liability. None of Purchaser, the Surviving Corporation, Stockholder Representative, or the Exchange Administrator shall be liable to any Equityholder for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

(f) Expenses. Purchaser shall be solely responsible for all costs and expenses in connection with the Exchange Administrator.

(g) Legends. Each certificate or book-entry security entitlement representing any shares of Purchaser Capital Stock (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by any Equityholder in accordance with the terms hereof shall bear the following legend (in addition to any other legends required by any Legal Requirement, the Purchaser Restated Certificate, Purchaser’s bylaws or any other agreement to which such Equityholder is a party):

THE OFFER AND SALE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LEGAL REQUIREMENT.

1.10 Withholding Rights. Purchaser, the Company, the Surviving Corporation, the Exchange Administrator, the Stockholder Representative and any Affiliate of any of the foregoing shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as may be required to be deducted or withheld therefrom under any provision of any Tax law or under any Legal Requirements. To the extent such amounts are so deducted or withheld and remitted to the applicable Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Person in respect of which such deduction and withholding was made.

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Article II

Representations and Warranties of the Company

Subject to such exceptions as are specifically set forth in the appropriate section, subsection or subclause of the disclosure schedule supplied to Purchaser on the Agreement Date (the “Disclosure Schedule”) or in any other section, subsection or subclause of the Disclosure Schedule solely if and to the extent that it is readily apparent on the face of such disclosure that it applies to such other section, subsection or subclause of this Article II without reference to the documents referenced therein, the Company hereby represents and warrants to Purchaser and Merger Sub, as of the Agreement Date and as of the Closing Date, as though made at the Closing Date, the following:

2.1 Organization and Good Standing.

(a) The Company and each Company Subsidiary is duly incorporated and organized, and is validly existing in good standing, under the Legal Requirements of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its material assets and properties and to carry on its business as currently conducted. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, to the extent such concept is applicable, in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualification or license necessary to the Company’s or such Company Subsidiaries’ business as currently conducted, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The Company has made available a true and correct copy of its certificate of incorporation, as amended to date (the “Certificate of Incorporation”), and of its bylaws, as amended to date, each in full force and effect on the Agreement Date (collectively, as amended to date, the “Company Charter Documents”).

(b) Section 2.1(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Company Subsidiaries. Each Company Subsidiary has the requisite corporate (or similar) power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, to the extent such concept is applicable, in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualification or license necessary to such Person’s business as currently conducted, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The Company has made available a true and correct copy the certificate of incorporation, limited liability company agreement, bylaws, or other organizational document of each of the Company Subsidiaries, each as amended to date and in full force and effect on the Agreement Date (as amended to date, the “Subsidiary Charter Documents” and, together with the Company Charter Documents, the “Charter Documents”).

(c) Section 2.1(c) of the Disclosure Schedule lists, as of the Agreement Date, the directors, managers, and officers of the Company and each Company Subsidiary. No indemnification claims have ever been asserted by any current or former director or officer of the Company or any Company Subsidiary which have not been fully resolved.

2.2 Authority and Enforceability. The Company and each Company Subsidiary has all requisite corporate power and authority to enter into, execute and deliver this Agreement and the Company Related Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and execution and delivery of this Agreement and the Company Related Agreements to which the Company is a party, the performance of the obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the Agreement and the Company Related Agreements to which the Company is a party and the transactions contemplated hereby and thereby, subject only to receipt of the Required Stockholder Approval. The Required Stockholder Approval is the only vote or consent of the Equityholders required to adopt this Agreement and approve the Merger, and the other transactions contemplated hereby and by the Company Related Agreements to which the Company is a party under applicable Legal Requirements, the Charter Documents and any other Contract to which the Company or any Company Subsidiary is a party. The Company Board has (a) resolved that the Merger is advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger, (c) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration, and (d) recommended that all of the Company Stockholders adopt this Agreement and approve the Merger and the other matters set forth in the Stockholder Written Consent and not exercise their dissenters’ or appraisal rights under the applicable provisions of Delaware Law in connection with the Merger. This Agreement and each Company Related Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies.

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2.3 Governmental Approvals and Consents. Except for the filing of the Certificate of Merger, no Permit, notice, waiver, approval, declaration, Order or authorization of, or filing with, any Governmental Entity (“Governmental Approval”), other than required filings under the HSR Act, is required by, or with respect to, the Company in connection with the entry into, execution or delivery of this Agreement or any Company Related Agreement to which the Company is a party, the performance of its obligations hereunder or thereunder, or the consummation of the Merger or any other transaction contemplated by this Agreement or any Company Related Agreement to which the Company is a party.

2.4 No Conflicts. Other than as set forth on Section 2.4 of the Disclosure Schedule, the execution and delivery by the Company of this Agreement and the Company Related Agreements to which the Company is a party, the performance of its obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement and the Company Related Agreements to which the Company is a party, does not and will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a payment obligation, consent, waiver, approval, termination, cancellation, modification, or acceleration of any obligation or loss of any benefit (or any right with respect to the foregoing) (any such event, a “Conflict”) under (a) any provision of the Charter Documents, as amended, (b) any Material Contract to which the Company or any Company Subsidiary is a party, or (c) any Legal Requirement applicable to the Company or any Company Subsidiary. Section 2.4 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Transaction.

2.5 Company Capital Structure.

(a) The authorized capital stock of the Company consists solely of 4,939,741 shares, consisting of 3,407,409 shares of Company Common Stock, of which 1,797,315 shares are issued and outstanding as of the Agreement Date, and 812,333 shares of Company Preferred Stock, of which (i) 290,555 shares are designated “Series Seed Preferred Stock”, 290,555 shares of which are issued and outstanding as of the Agreement Date, and (ii) 521,778 shares are designated “Series A Preferred Stock”, 114,111 shares of which are issued and outstanding as of the Agreement Date. There are no shares of Company Capital Stock owned by the Company, held by the Company in the Company’s treasury or held by any of the Company Subsidiaries. Each share of Preferred Stock is convertible into shares of Company Common Stock at a 1:1 ratio. There are no events or circumstances that have occurred that would give rise to any anti-dilution or other adjustments to the respective conversion rates of the Company Preferred Stock. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no liability for dividends accrued or declared but unpaid. Except as set forth in Section 2.5(a) of the Disclosure Schedule, the Company does not own, nor has it entered into an agreement to acquire, any Equity Interests in any Person other than the Company Subsidiaries.

SEC Form 424B3 filed by Nakamoto Inc.